Terms for Maersk Customs Control Tower

1. Application and Definitions

1.1 These terms and conditions (“Conditions”) apply to any customs control tower services performed by Maersk (the “Services”), as requested by Customer or as otherwise set out in an agreement incorporating these Conditions ( “Agreement”).

1.2 Maersk reserves the right, at its sole discretion to amend, modify, or update these Conditions at any time and without prior notice. Any such amendments, modifications, or updates shall become effective immediately upon being published or otherwise made available by Maersk through its usual communication channels, including but not limited to publication on https://terms.maersk.com or direct communication to the Customer. The Customer acknowledges and agrees that the Terms were made available in a downloadable and printable document format prior to acceptance. By proceeding with the services, the Customer confirms receipt and acceptance of the Terms.

1.3 If Maersk and the Customer have signed a separate agreement or agreed to any specific terms in respect of other services, these Conditions shall continue to apply, but such separate agreement or Services specific terms shall be paramount and prevail in so far as its terms are inconsistent with these Conditions.

1.4 The words and expressions set out below having the following meanings:

“Adjustment Rate” means a percentage equal to the percentage change in the Consumer Price Index statistics published by Eurostat.

“Anti-Corruption Law” means all applicable anti-corruption laws and regulations, including without limitation, the United States Foreign Corrupt Practices Act of 1977 and the United Kingdom Bribery Act of 2010, and any amendments to either.

"Applicable Law" means any and all laws and regulations applicable to the provision of the Services and/or any obligation or activity under or arising from the Agreement.

"Compulsory Legislation" means any Applicable Law which applies compulsorily to any element of the Services and cannot be waived or modified.

"Confidential Information" means the provisions of the Agreement, and all information in any form or medium which is confidential or otherwise not publicly available (either in its entirety or in part including the configuration or assembly of its components) including but not limited to commercial, financial, marketing, or technical information, know-how, trade secrets, business methods and other information in any form or medium howsoever disclosed, in writing before or after the date of the Agreement, together with any reproductions of such information in any form or medium.

"Contract Year" means a period of twelve (12) months beginning on the Commencement Date or, as appropriate, an anniversary of the Commencement Date.

“Customs Broker” means any party that is responsible for the customs clearance of the Goods and may include any member of the Maersk Group.

"Customer" means any Person for whom Maersk agrees to provide or arrange a Service, and includes anyone acting on behalf of or as principal(s) of such Person.

"Cyber Event" means any actual or suspected action by a third party which affects the computers, computer system, computer software and/or information and communication technology system of one or more person(s) through or by the use of code, computer virus, process or any other means whatsoever, without the consent of the affected person(s).

“Exception” means any deviation from the Standard Flow that requires intervention from Maersk. This may include but is not limited to SLA breaches by the broker, missing or inaccurate data/documents, change requests to the declaration data set.

“Goods” means the whole or any part of the cargo, packaging, container or pallet or other item used for the consolidation of goods, in respect of which Maersk provides the Services.

"Group" means in relation to any company that company and every other company which from time to time is or becomes a subsidiary or holding company of that company or a subsidiary of any tier of such holding company (and the terms "subsidiary" and "holding company" shall have the meanings given to them by Section 1159 Companies Act 2006).

"Gross Negligence” means any act or failure to act (whether sole, joint or concurrent) by any person or entity which was intended to cause, or which was in wilful default or reckless disregard of or indifferent to, harmful consequences such person or entity knew or should have known, such act or failure may have on the safety or property of another person or entity.

“Maersk Group” means A.P. Møller-Mærsk A/S and any of its direct or indirect subsidiaries, affiliates, associates, or their respective agents.

“Party” means Maersk or the Customer, as the case may be, and "Parties" means Maersk and the Customer, collectively.

“Person” means any natural individual person or legal person, including any, corporation, partnership, limited liability company, firm, joint stock company, association, joint venture, trust, government, government owned entity, international body, agency or other entity.

"Prohibited Goods" means any item, Goods, equipment or technology which, at the relevant time, may not lawfully be handled, stored or which is subject to any prohibition or restriction (including the requirement for an export or import licence or other consent or permission) by reason of any Sanctions, Export Controls or other Applicable Laws.

"Prohibited Person" means any Person who (a) is listed on, or owned 50 percent or more or otherwise controlled by a Person listed on, or acting on behalf of a Person listed on any list of Persons with whom all or specified types of trade, business or other activities are prohibited under Sanctions & Export Controls; (b) is located in, incorporated under the laws of, or 50 percent or more owned or otherwise controlled by, or acting on behalf of, a Person located in or organized under the laws of a country or territory that is the subject of a comprehensive prohibition on trade, business or other activities pursuant to Sanctions & Export Controls; or, (c) is otherwise a Person with whom trade, business or other activities are prohibited pursuant to Sanctions & Export Controls.

"Sanctions & Export Controls" means (i) the economic, trade, and financial sanctions laws administered and enforced by the United States, the European Union, as promulgated by the United Nations Security Council and of any other legal jurisdiction relevant to the performance of this Agreement, (“Sanctions”) and (ii) the export, import, re-export, transfer, and re-transfer control laws, each as relevant, administered and enforced by the United States, the European Union, as required for legal jurisdictions who are signatories to the Wassenaar Arrangement on Export Controls for Conventional Arms and Dual-Use Goods and Technologies or any other treaty governing the import or export of items, and of any legal jurisdiction relevant to the performance of this Agreement (“Export Controls”).

"SOPs" means the standard operating procedures for the Services as may be amended from time to time subject to the mutual consent of both Parties.

“Standard Flow” means the normal flow of operations that have been agreed between Maersk and the Customer at the implementation stage.

"Subcontractor" means an individual or company with whom Maersk has a contract who undertakes some or all of the Services in the Agreement on behalf of Maersk.

“Transaction Data” means any content, materials, data, and information that the Customer or related third parties’ input or cause to be input into the Services or that the Customer or related third parties derive from use of the Services and store in the Services.

1.5 In these Conditions:

(a) Headings of clauses or groups of clauses in these Conditions are for convenience only and do not affect the interpretation of these Conditions.

(b) Should any clause, or part of a clause, be found to be void or unenforceable, the remainder of these Conditions and the clause shall remain unaffected.

(d) Any words following the word "including" shall be interpreted without limitation to the generality of the preceding words.

2. Authority

2.1 The Customer hereby understands, consents to and grants Maersk and its nominated subcontractors full decision-making authority to:

(a) enter into and/or manage contracts with Customs Brokers on the Customer’s behalf as may be necessary or desirable to fulfil the Customer's Instructions, whether such contracts are subject to the trading conditions of such Customs Brokers, or otherwise

(b) do such acts so as to bind the Customer by such contracts.

2.2 The Customer further agrees and acknowledges that:

(a) To the extent that Maersk secures contracts with the Customs Brokers referred to in clause 2.1(a) above, it acts solely on behalf of the Customer so that direct contractual relationships are between the Customer and such Customs Brokers. The Customer further agrees that Maersk shall not be liable for the acts and omissions of the Customs Brokers; and

(b) Maersk shall not be liable to the Customer for any adverse impact (including but not limited to inventory-related issues, delay, additional cost or lost revenue) resulting from Maersk’s decisions provided that its decisions have been taken in accordance with the instructions as received from the Customer or its nominated supply chain partners. To the extent provided by the Customer and to the extent reasonable to do so when faced with an urgent need for a decision, Maersk shall use commercially reasonable endeavours to follow guidelines for consultations provided by the Customer.

3. Minimum Volume Commitment

If the Parties have agreed on a minimum volume commitment (MVC) and the actual number of transactions in any three-month period falls short of the agreed MVC, the Customer will be required to pay Maersk an amount equivalent to the Charges for the shortfall.

4. Duration and Termination

4.1 Where the Services are provided in connection with an Agreement:

(a) the Agreement shall be effective from the Commencement Date (as defined in the Agreement) and shall automatically terminate on the on expiry of the Contract Period (as defined in the Agreement);

(b) Maersk may terminate the Agreement insofar as it relates to these Conditions or the provision of the Services, by giving one (1) months’ written notice to the Customer;

(c) In the circumstances set out in Clause 7.2 of these Conditions, Customer and Maersk shall enter into discussions to resolve the payment dispute. If a resolution is not reached within thirty (30) days from the Customer’s written justification, Maersk shall retain all rights under the Agreement, including but not limited to the immediate termination of the Agreement.

(d) Either Party may terminate the Agreement insofar as it relates to these Conditions or the provision of the Services with immediate effect if:

(i) the other Party has committed a material breach of these Conditions which is not capable of remedy or if the Party commits a material breach of this Agreement which is capable of remedy and that Party shall fail to remedy it within thirty (30) days of being given written notice to do so; or

(ii) if the other Party is declared bankrupt, commences company reorganisation, commences composition with its creditors, enters into liquidation or can otherwise be deemed insolvent.

(e) Termination shall be without prejudice to any accrued rights, liabilities or obligations of the Parties and any pre-existing requests for Services, fully or partially performed or existing at the date of such termination and such requests shall nevertheless continue in full force and effect and termination shall otherwise not affect the Parties’ rights and obligations in relation to payment of delivery for the remainder of the term.

4.2 The Customer may terminate the Agreement by giving one (1) month’s written notice to Maersk, provided however that in the event that the Customer terminates this Agreement before the end of the Contract Period, the Customer shall pay Maersk a break fee. The break fee shall be calculated as the greater of:

(a) 50% of the remaining Charges for the unexpired portion of the Contract Period, or

(b) the actual costs incurred by Maersk up to the date of termination, including any implementation costs or setup costs, including administrative and infrastructure setup, project management, design and technical preparation and other any committed, accrued, abortive or third party costs. The break fee shall be payable within thirty (30) days of the termination date.

4.3 After expiration or termination of the Agreement, Maersk shall be at liberty to:

(a) cease to provide Services under the Agreement; and

(b) revoke the Customer’s access to Maersk’s IT systems.

5. Warranties and Indemnities

5.1 Each Party warrants, represents and undertakes that:

(a) it has full capacity and authority to enter into the Agreement on its own behalf and as agent on behalf of any member of its Group; and

(b) the Agreement is executed by a duly authorised representative of that Party.

6. Charges

6.1. The Customer shall pay Maersk the fees, charges and rates for the provision of Services as agreed between the Parties in writing or as set out in the Agreement and/or the relevant invoice.

6.2 Unless specified otherwise all Charges are exclusive of all taxes, duties and/or levies payable in respect of or in connection with the Services, including VAT or Sales Tax where appropriate.

6.3 The Parties agree that the Charges are to be reviewed and shall be capable of adjustment in accordance with the provisions of this Clause 6.

6.4 Three (3) months prior to the expiry of the then current Charges Period, the Charges shall be increased annually by the Adjustment Rate, provided however that the Adjustment Rate shall never be less than 3%. Such adjustments will become effective at the commencement of the following Charges Period.

6.5 In addition and unless otherwise specified in the Agreement, Maersk may at any time during any Contract Period increase the Charges to reflect any increase in the cost to the Maersk of providing the Service, including but not limited to:

(a) any change in the Subcontractors' rates;

(b) material change in the scope or type of services provided;

(c) any change in the manner or rate of taxation, any Applicable Laws or other regulatory requirements and/or the interpretation thereof which result in changes in the cost of providing the Services.

7. Payment

7.1 Customer shall pay all invoices in full without any set-off, counterclaim, restriction, condition, deduction or withholding whatsoever within the number of days agreed between the Parties, or as set out on the relevant invoice (except for any deduction or withholding required by Applicable Law). Any additional or special payment term applicable to a Service shall be mutually agreed between the Parties in writing at the time of such performance.

7.2 If the Customer, in good faith, disagrees on reasonable grounds with the amount of, or any amounts within, any invoice submitted by Maersk, then the Customer shall:

(a) pay the undisputed amount of the invoice, in accordance with the provisions of this Clause 7.1; and

(b) provide a written justification for disputing the remaining invoiced amount within the number of days agreed between Maersk and Customer or as set out on the relevant invoice. The Customer and Maersk shall endeavour to resolve the dispute both acting in good faith. Following resolution of the dispute any amount agreed or found to be payable by the Customer shall be paid in accordance with this Clause 7.1.

7.3 On all undisputed amounts overdue to Maersk, Maersk shall, at its sole discretion be entitled to:

(a) temporarily or permanently stop to perform or suspend the Services until such outstanding debt has been settled in full;

(b) exercise its lien rights, as further described in clause 7.4 below;

(c) Charge the Customer interest on any outstanding sum at the rate advised by Maersk, or rate within the limits prescribed by law of the applicable country or if no such rate is advised, at the annual rate of 3 (three) per cent above the minimum lending rate set by the national or central bank, as applicable, of the country or territory of the relevant currency for any period after each amount had become overdue, plus reasonable attorney fees and expenses incurred in collecting any sums due;

(d) regard the Customer’s repeated non-payment as a material breach of the Agreement, and may at its sole discretion, terminate the Agreement immediately by giving the Customer written notice hereof. Maersk shall be free from any liability, obligation, cost, claim and expense to the Customer, its agents and other nominated third parties.

7.4 Where a Maersk Group company or a subcontractor of a Maersk Group company carries out other services, including the transport of goods to which the Services relate, such Maersk Group company shall have a lien on such goods, documents relating to such goods and/or any funds held for all sums payable to Maersk under these Conditions. Maersk shall also have a general lien against the Customer on any goods, documents and/or funds held for all sums due by the Customer to Maersk under any other contract whether or not related to these Terms. The Customer expressly agrees and acknowledges that:

(a) Maersk may, subject to Applicable Law, exercise its lien at any time and any place in its sole discretion, whether the Agreement has terminated or not;

(b) Maersk shall be entitled to continue to charge the Customer for any Charges accruing during the exercise of its lien; and

(c) In any event any lien shall extend to cover the cost of recovering any sums due, and for that purpose Maersk shall have the right to sell the Customer’s Goods by public auction or private treaty, without notice to the Customer; and

(d) Maersk’s lien shall survive the termination or expiration of the Agreement, whichever is applicable

7.5 If the Parties have agreed that Maersk will invoice the Customer’s supplier or the Customer’s customer and such supplier or customer of the Customer for whatever reason does not or cannot make timely payment to Maersk for any Service rendered by Maersk to such supplier or customer of the Customer, the Customer agree to hold harmless and indemnify Maersk for all costs and expenses associated herewith. It is agreed that Maersk will notify the Customer of any defaulting payment when such defaulting payment has passed the agreed credit days or as otherwise agreed between the Parties.

8. Implementation and Service Levels

8.1 The Customer shall, in a timely, complete and lawful manner, provide Maersk with all relevant information and data in relation to the Goods anticipated to be managed or handled as part of the Services ("Implementation Data") in accordance with any SOP agreed between the parties in writing. The Customer confirms that the Implementation Data represent the Customer’s best estimates of its service requirements and the Customer acknowledge that Maersk will rely upon the Implementation Data in determining its Charges, staffing, cost, Services and asset requirements.

8.2 If, following the provision of the Implementation Data under this Clause 8.1:

(a) the Customer becomes aware that the Implementation Data is; or

(b) there is a risk that the Implementation Data will be,
inaccurate, incomplete or unlawful, the Customer will as soon as possible without undue delay, provide Maersk with revised Implementation Data.

8.3 Customer grants Maersk and it’s sub-processors a non-exclusive, worldwide right to use Transaction Data, documentation, tools, and other items as reasonably necessary and agreed in advance to provide the Services during the term of the Agreement and hereby grants Maersk and its sub processors a non-exclusive, worldwide right to create aggregated forms of the Transaction Data that do not identify Customer or any individual users, as such term is defined in a work order for Maersk and its sub-processors business purposes. Statistics may include, for example, transaction volume, and revenue volume but will not include or contain information that would allow a person to infer information about Customer or Customer’s business or personally identifiable or sensitive information as defined by any applicable laws.

8.4 Maersk will not be liable for any loss, damage or delay in the performance of or failure to perform any of the Services to the extent such loss, damage, delay or failure is due to the Customer or third party’s failure to provide Maersk with Implementation Data, revised Implementation Data or access to Implementation Data or revised Implementation Data in accordance with this Clause 8.4 or the Implementation Data or revised Implementation Data being inaccurate, incomplete or unlawful. Such Implementation Data are extended to include data Maersk obtain and purchase from third parties as part of providing the Services to the Customer. The Customer shall hold harmless and indemnify Maersk for any loss or expense it may suffer as a result of inaccurate, inaccessible, incomplete or untimely provision of information.

8.5 Any key Service Levels, or other targets, agreed between the Parties in writing, shall be used as an instrument to monitor the performance of either Party's obligations under the Agreement. Service Levels can be used as an indication that corrective actions may be necessary to improve either Party's performance of its obligations, however failure to meet any one or more Service Levels or other targets shall not be regarded as a breach of the Agreement, nor entitle either Party to claim damages or take any other action under the Agreement.

9. IT Systems and Integration

9.1 The Customer shall not have access to Maersk’s IT systems for the performance of penetration tests, vulnerability tests, stress testing or any other purpose testing which may expose sensitive data or jeopardise the integrity of Maersk’s IT systems. Maersk shall be entitled to refuse all IT audits at its sole discretion. Notwithstanding the foregoing, Maersk undertakes to, upon request, share details of its testing policy and/or results of internal tests with the Customer.

9.2 Maersk and the Maersk Group may allow the Customer access to its websites, supply chain or other visibility systems, if any, and while it will make reasonable efforts to maintain information accurate and up to date, the Maersk Group will not be liable to the Customer or to the Customer’s own customers, suppliers or other third parties for any damages resulting from any downtime to, withdrawal or replacement of such system, or any data or information that is, or allegedly is, inaccurate or out of date, or infringes any third party right. The Customer’s access to such systems shall be subject to the Maersk Group’s standard terms for use, as published on the relevant system or available from Maersk upon request, as applicable from time to time.

9.3 As part of the Services, Maersk may integrate with the Customer’s own software and enterprise resource planning systems. The Customer hereby acknowledges and warrants that:

(a) The Customer will comply with the Maersk Digital Services User Terms, API License Terms, EDI Terms, Data Privacy and any other applicable terms available on request and at www.terms.maersk.com, and

(b) Maersk will not be held liable for the inaccurate presentation of data or a breach of Maersk’s obligations arising from inaccurate data originating from; (i) the Customer’s in-house systems being fed into the Maersk systems; and/or (ii) any system or source belonging to a third party which the Customer has requested Maersk to receive as part of Services, and

(c) Any liability will include information and data Maersk have obtained or purchased from a third party as part of providing the Services to the Customer or any third party under the Agreement.

9.4 In the event that Maersk will become a data processor as per current data privacy regulation, the Parties agree to sign into a separate Data Processing Agreement.

10. Tax

10.1 The Services are set up as a network umbrella structure whereby Maersk will provide Services to the Customer from its network of entities. As a result, the Customer’s Affiliates can request Services from Maersk through submission of a Purchase Order, Work Order or similar instruction to a Maersk Affiliate different from the contracting Maersk entity in an Agreement. Any Purchase Order, Work Order or similar instruction which fall outside the scope of an Agreement may be subject to separate pricing and terms.

10.2 The Charges are exclusive of all taxes, duties and/or levies payable in respect of or in connection with the Services, such as Withholding Tax (“WHT”), Value Added Tax (”VAT”), Goods and Services Tax (”GST”) or any other similar tax where appropriate. If Maersk is not entitled to recover VAT, GST or any other similar tax (“non-recoverable VAT”) in relation to sourcing in the course of delivering the Services, Maersk is entitled to charge this non-recoverable VAT to the Customer. Non-recoverable VAT includes, but is not limited to, VAT incurred on third party supplier invoices and Maersk Affiliate invoices, the latter if centralized invoicing to the Customer is required.

10.3 If Maersk is required to invoice or collect any tax or levy associated with Customer’s purchase of, payment for, access to or use of the Maersk’s services, Maersk will issue an invoice to the Customer including the amount of that tax or levy, itemized where required by law, unless Customer provides Maersk with a valid certificate authorized by the appropriate taxing authority establishing the exemption of the Customer from the incidence of that particular tax or levy. The parties shall reasonably cooperate to understand if any available exemption from the incidence of a tax or levy applies.

10.4 Withholding Tax (WHT). All sums payable to Maersk shall be paid free and clear of all deductions or withholdings unless the deduction or withholding is required by law, in which event the Customer shall pay such additional amount as shall be required to ensure that the net amount received by Maersk hereunder will equal the full amount which would have been received had no such deduction or withholding been required to be made. If any tax authority brings into charge to tax any sum paid by the Customer hereunder, then the Customer shall pay such additional amount as shall be required to ensure that the total amount paid, less the tax chargeable on such amount, is equal to the amount that would otherwise be payable hereunder.

11. Indemnity

11.1 The Customer shall promptly indemnify Maersk, its Subcontractors, any member of the Maersk Group and/or their respective employees, servants, agents, insurers or reinsurers against all costs (including the costs of investigating and defending any claims), expenses, claims, losses, liabilities, orders, awards, fines, proceedings and judgments of whatsoever nature howsoever assumed, incurred or suffered as a result of or in connection with any of the following:

(a) any breach of these Conditions;

(b) Maersk becoming liable to any other party (including the Logistics Providers) and/or incurring additional costs by reason of Maersk carrying out the Customer's instructions;

(d) Maersk incurring liability in excess of its liability under the provisions of this Agreement regardless of whether such liability arises from, or in connection with a breach of contract, negligence or breach of duty by Maersk, its agents, servants or Subcontractors.

12. Liability

12.1 Maersk shall not be liable for any claims, liabilities, losses, damages, costs, delays, attorney fees and/or expenses whatsoever which arise out of or in connection with the request for or the provision of the Services or any Agreement, unless such liability arises as a result of Gross Negligence or the wilful misconduct of Maersk.

12.2 Without prejudice to the generality of Clause 12.1, if:

(a) Maersk’s provision of the Services is affected, prevented or delayed by:

(i) any act or omission by Customer or failure by Customer to perform any relevant obligation ("Customer Default"); or

(ii) any event beyond its reasonable control, including, without limitation, lockouts, strikes or circumstances arising from the threat thereof; acts of God, terrorism, war, hostilities, riots, civil disorder, insurrection, Sanctions, governmental actions (whether informal or formal government acts), pandemic, epidemic or other similar disruptions or interference with trade, marine disaster, fire and or other casualty (“Force Majeure Event”); or

(iii) any act or omission of a third party (“Third Party Acts”), then

(A) Maersk shall not be liable for any costs or losses whatsoever to the extent that such costs or losses are attributable to any Customer Default or any Third Party Acts; and

(B) Customer shall reimburse Maersk on first written demand for any costs or losses sustained or incurred by Maersk arising directly or indirectly from Customer Default or any Third Party Acts.

12.3 Notwithstanding any other provision in these Conditions, Maersk’s liability to Customer shall be limited as follows:

(a) Maersk shall not be liable to Customer for any loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of reputation, loss of market share, loss of use or corruption of software, data or information, loss of damage to goodwill, or any special, statutory, multiple, exemplary, liquidated, punitive, indirect or consequential loss or other extraordinary damage suffered, regardless of:

(i) whether any such loss or damage was or could have been foreseeable and/or

(ii) whether or not Maersk was advised of, or had prior knowledge of the possibility of such loss;

(b) Maersk’s maximum liability to Customer for any and all matters arising out of or in connection with the Services (including but not limited to fines, claims, judgments, settlements, interest, awards, costs or expenses of whatever kind) howsoever arising shall not exceed the lower of:

(i) the amount of Maersk’s Charges in respect of the Services as agreed in relation to which the claim arose; or

(ii) 10,000 USD in total aggregate per event or series of events arising from a common cause in the aggregate of any twelve (12) months period commencing from the time of the making of the original error and/or omission.

(c) Unless otherwise agreed in writing, Maersk does not undertake that any Service shall be completed on a specific date or by a particular time. If Maersk nevertheless is found liable for delay, its liability shall under no circumstances exceed the amount of the Charges in respect of the relevant Service affected by such delay.

12.4 Maersk shall be discharged from all liability unless:

(a) a notice of any claim is received in writing by Maersk within fourteen (14) days following the date of the event giving rise to the claim, save where Customer can show that it was impossible to comply with this time limit and that the claim has been made as soon as it was reasonably possible for Customer to do so; and

(b) legal proceedings are commenced in accordance with Clause 16 of these Conditions within six (6) months after the date specified in Clause 14.5(a).

13. Sanctions & Export Controls and Anti-Corruption Law

13.1 Each Party represents and undertakes that in the performance of the Services, it and all of its affiliates, directors, officers or sub-contractors will comply in all material respects with Sanctions & Export Controls and Anti-Corruption Laws.

13.2 For clarity:

(a) Neither Party will give, promise or attempt to give or approve the giving of anything of value to any person, for illegal purposes or for improperly obtaining or retaining business.

(b) Neither Party, nor any of its affiliates, directors, officers or sub-contractors, is a Prohibited Person pursuant to Sanctions & Export Controls. Neither Party, nor any of its affiliates, directors, officers or sub-contractors, shall deal, or cause the other Party to deal, with any Prohibited Person or to violate Sanctions & Export Controls.

(c) Customer warrants that it has obtained all necessary export, re-export and/or import licenses or permits subject to Sanctions & Export Controls for any items for which such are required that relate to the Services and that all items being shipped are not otherwise subject to any Sanctions & Export Controls prohibitions.

(d) Customer warrants that all items being shipped pursuant to the Services are not being shipped from, to, for the end use by or for the direct or indirect benefit of any Prohibited Person or any other party where doing so would be in violation of Sanctions & Export Controls.

(e) Customer will provide all Sanctions & Export Control licenses for all items being shipped pursuant to the Services, if any are required, to Maersk prior to Maersk providing any Services.

(f) Each Party has established processes and maintains policies and procedures to prevent violation of Clause 13.

13.3 Notwithstanding any other provisions in these Conditions, if a Party materially breaches any of its obligations or representations in this clause, the other Party may terminate the Services and/or the Agreement with immediate effect without incurring any liability. The indemnity provisions of Clause 11 apply to any breach of this Clause 13.

14. Confidentiality & Neutrality

14.1 All Confidential Information provided or obtained in connection with the performance of the Services shall not be disclosed without the prior consent of the other Party, unless such disclosure is required by applicable law.

14.2 The Parties shall use their best endeavours to ensure that such Confidential Information is not disclosed to any third parties by their Subcontractors, employees and agents.

14.3 This Clause 14 shall not apply to any information that:

(a) was known by a Party at or prior to the Commencement Date;

(b) is or becomes generally known in the trade or business pertaining to such information or otherwise becomes publicly known at or after the time of disclosure by a disclosing Party, through no wrongful act of a receiving Party;

(d) is developed by a Party independent of any Confidential Information of the other Party. All Confidential Information provided by a Party is and shall remain the property of that Party.

15. Personal Data Protection

15.1 During the normal course of the business, business contact information regarding a Party’s personnel and/or third parties engaged by it may be shared for the purposes of maintaining the contractual business relationships between the Parties. Such purposes might include contract management, payments and/or business development. The Parties shall handle such business contact information according to their privacy policies and practices. It is each Party responsibility to have a legal basis (i.e. privacy notice, consent, etc.) for sharing such business contact information with the other Party. Maersk’s Global Privacy Policy is available at https://terms.maersk.com/privacy. The Parties may transfer such information to any country where their global organization operates and hereby authorizes such transfer per se and on behalf of such personnel and/or third parties. If required by applicable laws, the Parties agree to sign any additional document required to allow the transfer of such data outside its country of origin.

15.2 If personal data of the Customer, its customers, vendors, representatives and or end-consumers etc. will be shared with Maersk in connection with the execution of the Services, and Maersk by definition of any data privacy regulation will become a data processor, a separate Data Processing Agreement (DPA) will be signed between the Parties.

16. No Partnership

Nothing in these Conditions is intended to or shall operate to create a legal partnership of any kind (such as but not limited to a joint venture, shareholding agreement, limited liability company etc.) between the Customer and Maersk.

17. No Waiver

Failure to exercise, or any delay in exercising, any right or remedy provided under these Conditions or by Applicable Law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.

18. Assignment and subcontracting

18.1 Neither Party shall assign, novate or otherwise transfer the Agreement (or any part thereof), except that Maersk may assign without the prior written consent of the Customer all or any of its rights and obligations under these Conditions to any member of the Maersk Group.

18.2 The Services may be subcontracted by the Maersk Group on any terms whatsoever to any entity within the Maersk Group or third-party Subcontractor without the prior written consent of the Customer provided that, in the event of Maersk subcontracting the performance of its obligations under these Conditions, Maersk shall remain primarily liable for the performance of those obligations.

18.3 The Customer undertakes that no claim shall be made against any Subcontractor, agents, employees or servants of Maersk or any member of the Maersk Group which imposes or attempts to impose upon any of them any liability whatsoever in connection with the Services and/or the Goods, and if any such claim should nevertheless be made, to indemnify Maersk and any member of the Maersk Group against all consequences thereof including any costs incurred by Maersk therefrom.

18.4 Without prejudice to the foregoing, all such Subcontractors and all members of the Maersk Group, together with all their respective Subcontractors, employees, directors, officers and agents ("Relevant Third Parties") shall have the benefit of all provisions of these Conditions, as if such provisions were expressly for their benefit. In performing the Services, Maersk does so (to the extent of such provisions in these Conditions) not only on its own behalf, but also as agent for the Relevant Third Parties.

18.5 Maersk may at its sole discretion nominate any entity within Maersk Group having the required licenses and authorisations to provide services contracted herein and cause the nominated entity to assume all rights and obligations of Maersk under these Conditions. The nominated entity shall raise invoices against the Customer for the services performed by such entity which shall be paid to such nominated entity directly according to the terms of these Conditions. If the nominated entity breaches its obligations under these Conditions, the Customer shall reserve the right to claim against the nominated entity only, and no other entities within Maersk Group shall have any liability for the nominated entity's acts or omission regardless of the form of action, whether the damages or other relief sought are based on breach of warranty, breach of contract, tort (including negligence), strict product liability or any other legal or equitable principle.

19. Third Party Rights

19.1 The Subcontractors and all members of the Maersk Group are hereby entitled to enforce and have the benefit of all the liability provisions, warranties, indemnities, limitations and exclusions of liability contained in these Conditions and which benefit Maersk and its shall have the right to enforce the provisions of these Conditions in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999. The rights of either Party to agree to rescind, amend or otherwise vary or to waive the terms of these Conditions or to settle any dispute or other matter arising out of or in connection with these Conditions on such terms as they shall in their absolute discretion think fit shall not be subject to the consent of any Subcontractor.

19.2 Except as stated in Clause 19.1, any person who is not a Party to these Conditions and/or the Agreement may not enforce, or otherwise have the benefit of, any provision of these Conditions.

20. Entire Agreement

20.1 These Conditions and/or the Agreement and any documents referred to in it or annexed to it constitute the whole agreement between the Parties and supersede any previous arrangement, understanding or agreement between them relating to the Services.

20.2 Any representation, statement, warranty or other undertaking whether made orally or written elsewhere which is not fully reflected in these Conditions are hereby excluded (including without limitation where such representations or statements were made negligently) provided always that this Clause 20.2 shall not exclude or limit any liability or any right which any Party may have in respect of pre-contractual statements made or given fraudulently. All conditions, warranties of other terms implied by statute or common law (including the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982) are hereby excluded to the fullest extent permitted by law.

20.3 These Conditions applies to the Services to the exclusion of any other terms that the Service Recipient seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

21. Variation

No variation to these Conditions shall be effective unless agreed by each Party in writing.

22. Counterparts

The Agreement may be executed in any number of counterparts, and by each Party on separate counterparts.

23. Notices

Any notices to be given by either Party to the other Party shall be in writing and may be sent by email or registered mail.

24. Compulsory Legislation and Severability

24.1 If any Compulsory Legislation applies to any element of the Services, these Conditions shall, as regards such element of the Services, be read as subject to such Compulsory Legislation and nothing in these Conditions shall be construed as a surrender by Maersk of any of its rights or immunities or as an increase of any of its responsibilities or liabilities under such Compulsory Legislation and if any part of these Conditions is inconsistent with such Compulsory Legislation to any extent such part shall as regards such element of the Services be overridden to that extent and no further.

24.2 These Conditions are severable. The invalidity or unenforceability of any one or more of the provisions shall not affect the validity or enforceability of any other provisions. If any provision of these Conditions is prohibited or invalid under Applicable Law, that provision will be ineffective only to the extent of that prohibition or invalidity.

25. Governing Law and Jurisdiction

25.1 These Conditions and any non-contractual matters arising in connection therewith shall be governed by and interpreted in accordance with English law.

25.2 All contractual or non-contractual disputes arising out of or in connection with these Conditions, the Services and any Agreement shall be determined by the English High Court in London, to the exclusion of the jurisdiction of the courts of any other country. Alternatively, and at Maersk’s sole option, Maersk may commence proceedings against Customer at any other court of competent jurisdiction.

25.3 If any law or convention (including any Compulsory Legislation) is deemed to be mandatorily applicable to any element of the Services, which does not allow for an exclusive jurisdiction clause, this clause 26 shall be considered to be a non-exclusive jurisdiction clause. Alternatively, and at Maersk’s sole option, it may commence proceedings against the Customer in any other court of competent jurisdiction. If so required by the competent jurisdiction, the language of this Agreement may be translated into the official language of the court where such action has been brought.

26. Use of Customer’s name and/or logo

26.1 The Customer hereby grants Maersk a non-exclusive, royalty-free, worldwide license to use the Customer’s name and/or logo for Maersk’s marketing and promotional purposes, including but not limited to use on Maersk’s website, marketing materials, presentations, and case studies.

26.2 This license shall remain in effect from the commencement date of the Services and shall continue until such time as the Customer provides Maersk with thirty (30) days’ prior written notice of revocation.

26.3 Upon receipt of such written notice, Maersk shall, within a reasonable period not to exceed thirty (30) days, cease any new use of the Customer’s name and/or logo in marketing and promotional materials; provided, however, that Maersk shall not be required to recall or destroy any materials already produced or distributed prior to the effective date of revocation.

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